Astria Therapeutics (ATXS) director logs cash-and-stock merger payout
Rhea-AI Filing Summary
Astria Therapeutics director Jonathan Violin reported automatic changes to his holdings following the company’s merger with BioCryst Pharmaceuticals. On January 23, 2026, Astria became a wholly owned subsidiary of BioCryst through a merger, and each Astria common share was converted into the right to receive 0.59 of a BioCryst common share plus $8.55 in cash, without interest and subject to taxes. Violin reported the disposition of 263,321 shares of Astria common stock in this transaction, leaving no common shares directly owned afterward. Several Astria stock options with exercise prices below $13.00 became fully vested at the merger’s effective time and were canceled in exchange for cash based on the difference between $13.00 and each option’s exercise price, while options with exercise prices at or above $13.00 were canceled with no payment.
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Insights
Form 4 reflects automatic cash-and-stock merger payout, not open-market selling.
This filing shows how Jonathan Violin’s Astria equity converted when Astria became a wholly owned subsidiary of BioCryst Pharmaceuticals on January 23, 2026. Each Astria common share turned into the right to receive 0.59 BioCryst common shares plus $8.55 in cash, explaining why 263,321 Astria shares are coded as disposed at a zero price.
The stock options detail how employee and director incentives were settled. Options with exercise prices below $13.00 became fully vested and were canceled for cash equal to the number of underlying shares times the excess of $13.00 over the exercise price. Options with exercise prices at or above $13.00 were canceled without payment and are not listed in the transactions. This is a standard merger clean-up of pre‑deal equity rather than discretionary trading by the director.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 14,166 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,333 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 14,100 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 14,100 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 26,550 | $0.00 | -- |
| Disposition | Common Stock | 263,321 | $0.00 | -- |
Footnotes (1)
- Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, excluding shares held by the Issuer, BioCryst, or their wholly-owned subsidiaries or dissenting stockholders, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to withholding taxes. These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021. At the Effective Time, each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.
FAQ
What insider activity did Astria Therapeutics (ATXS) report on this Form 4?
The Form 4 reports that director Jonathan Violin disposed of 263,321 shares of Astria common stock and all reported stock options on January 23, 2026, in connection with Astria’s merger into BioCryst Pharmaceuticals, leaving him with no directly held Astria common shares or listed options afterward.
What happened to Jonathan Violin’s Astria stock options in the merger?
At the effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable and was then canceled for a cash payment equal to the number of underlying shares times the excess of $13.00 over the option’s exercise price. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported in the transaction table.
Does this Form 4 show open-market buying or selling by the Astria director?
No. The transactions are reported with a “D” code and zero price, and the footnotes explain they result from the merger between Astria and BioCryst. The changes reflect automatic conversion and cancellation of securities at closing, not discretionary trades on the open market.
What is the significance of the $13.00 reference price for Astria stock options?
The footnotes define Astria options with an exercise price below $13.00 as “In-the-Money Options”. Those options received a cash payment equal to the number of shares underlying the option times the excess of $13.00 over the exercise price, while options with exercise prices at or above $13.00 were canceled without payment.